Exhibit 99.5
FORM OF SUMMARY ADVERTISEMENT
This announcement is neither an offer to purchase nor a solicitation of an
offer to sell Limited Shares (as defined below). The Offer (as defined below)
is made by the Prospectus (as defined below) and the related letter of
transmittal and any amendments or supplements thereto, and is being made to all
holders of IBI Shares. This Offer, however, is not being made to, nor will IBI
Shares be accepted from or on behalf of, holders of IBI Shares in any
jurisdiction in which the making of the Offer or the acceptance thereof would
not be in compliance with the laws of such jurisdiction. IB Holdings (as
defined below) may in its discretion, however, take such action as it may deem
necessary to make the Offer in any jurisdiction and extend the Offer to holders
of IBI Shares in such jurisdiction. In jurisdictions whose laws require that
the Offer be made by a licensed broker or dealer, the Offer shall be deemed to
be made on IBI Holdings' behalf by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Notice of Offer to Exchange
Each Outstanding Share of Class A Common Stock
of
Intimate Brands, Inc.
for
1.046 Shares of Common Stock
of
The Limited, Inc.
by
Intimate Brands Holding Co., Inc.,
a wholly-owned subsidiary of
The Limited, Inc.
Intimate Brands Holding Co., Inc. ("IB Holdings"), a Delaware corporation
and a wholly-owned subsidiary of The Limited, Inc., a Delaware corporation
("The Limited"), is offering to exchange 1.046 shares of common stock, par
value $.50 per share, of The Limited ("Limited Shares") for each outstanding
share of Class A common stock, par value $.01 per share (the "IBI Shares") of
Intimate Brands, Inc., a Delaware corporation ("Intimate Brands"), that IB
Holdings does not own, upon the terms and subject to the conditions set forth
in the Prospectus dated February 5, 2002 (the "Prospectus") and in the related
letter of transmittal (which, together with the Prospectus and any amendments
or supplements thereto, collectively constitute the "Offer"). IB Holdings
currently owns 100% of the outstanding shares of Class B common stock of
Intimate Brands, which is convertible at any time at the option of IB Holdings
into Class A common stock of Intimate Brands. The Class B common stock owned by
IB Holdings currently represents approximately 83.7% of the outstanding common
stock of Intimate Brands. Stockholders of record who tender their IBI Shares
directly to the Exchange Agent (as defined below) will not be obligated to pay
brokerage fees or commissions, if any, on the exchange of IBI Shares pursuant
to the Offer. Stockholders who hold their IBI Shares through a broker or bank
should consult such institution as to whether it charges any service fees. IB
Holdings will pay all charges and expenses of EquiServe Trust Company, N.A.,
which is acting as exchange agent (the "Exchange Agent") and D.F. King & Co.,
Inc., which is acting as information agent (the "Information Agent"), incurred
in connection with the Offer. If the Offer is completed, The Limited will
effect a "short-form" merger of Intimate Brands and IB Holdings in which each
then outstanding publicly-held IBI Share (except for any such IBI Shares as to
which appraisal rights are perfected) will be exchanged for the same number of
Limited Shares as provided in the Offer.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON MONDAY, MARCH 11, 2002, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) the tender of a
sufficient number of IBI Shares such that, after completion of the Offer
(assuming the conversion of the Class B common stock it currently owns into
Class A common stock), IB Holdings will own at least 90% of the outstanding
common stock of Intimate Brands and (2) approval by The Limited stockholders of
the issuance of Limited Shares in the offer and the merger.
For purposes of the Offer, IB Holdings shall be deemed to have accepted for
exchange IBI Shares validly tendered and not properly withdrawn as, if and when
IB Holdings gives written notice thereof to the Exchange Agent. Exchange of IBI
Shares accepted for exchange pursuant to the Offer will be made by deposit of
Limited Shares with the Exchange Agent, which will act as agent for the
tendering stockholders for the purpose of receiving Limited Shares from The
Limited and transmitting such shares (plus cash in lieu of fractional shares)
to tendering stockholders. In all cases, exchange of IBI Shares will be made
only after timely receipt by the Exchange Agent of (i) certificates for such
IBI Shares or a confirmation of a book-entry transfer of such IBI Shares into
the Exchange Agent's account at The Depository Trust Company ("DTC"), (ii) a
properly completed and duly executed letter of transmittal or an agent's
message (as defined in the Prospectus) in connection with a book-entry transfer
and (iii) any other documents required by the letter of transmittal, or the
tendering stockholder must comply with the guaranteed delivery procedures
described in the Prospectus. No fractional shares of Limited Shares will be
issued pursuant to the Offer, nor will interest be paid by The Limited or IB
Holdings in any circumstances, regardless of any delay in making such exchange.
Stockholders who hold IBI Shares under the Savings and Retirement Plan or the
Intimate Brands Stock Purchase Plan will receive separate forms to be used to
tender their IBI Shares held under these plans.
The term "Expiration Date" means 5:00 p.m., New York City time, on Monday,
March 11, 2002, unless IB Holdings extends the period of time for which the
Offer is open, in which event, the term "Expiration Date" shall mean the latest
time and date at which the Offer, as so extended by IB Holdings, shall expire.
IB Holdings expressly reserves the right, at any time or from time to time,
in its sole discretion if any of the conditions specified in the Prospectus
under the caption "Conditions of the Offer" have not been satisfied, (i) to
extend the period of time during which the Offer is open by giving oral
followed by written notice of such extension to the Exchange Agent and by
making a public announcement of such extension no later than 9:00 a.m., New
York City time, on the next business day after the previously scheduled
expiration date, or (ii) to amend the Offer in any respect by making a public
announcement of such amendment.
Tenders of IBI Shares made pursuant to the Offer may be withdrawn at any
time on or prior to the Expiration Date, and unless accepted for exchange
pursuant to the Offer, may also be withdrawn at any time after April 5, 2002.
To be effective, a written or facsimile transmission notice of withdrawal must
be timely received by the Exchange Agent at one of its addresses set forth on
the back cover page of the Prospectus and must specify the name of the person
who tendered the IBI Shares to be withdrawn and the number of IBI Shares to be
withdrawn precisely as they appear in the letter of transmittal. If the IBI
Shares to be withdrawn have been delivered to the Exchange Agent, a signed
notice of withdrawal with signatures guaranteed by an eligible institution (as
defined in the Prospectus) must be submitted prior to the release of such IBI
Shares (except that such signature guarantee requirement is not applicable in
the case of IBI Shares tendered by an eligible institution). In addition, such
notice must specify, in the case of IBI Shares tendered by delivery of
certificates, the name of the registered holder (if different from that of the
tendering stockholder) and the serial numbers shown on the particular
certificates evidencing the IBI Shares to be withdrawn or, in the case of IBI
Shares tendered by book-entry transfer, the name and number of the account at
the DTC from which the IBI Shares were transferred and must otherwise comply
with DTC's procedures. All questions as to the form of documents (including
notices of withdrawal) and the validity, form, eligibility (including time of
receipt) and acceptance for exchange of any tender of IBI Shares will be
determined by IB Holdings in its sole discretion, which
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determination shall be final and binding on all tendering stockholders. None of
The Limited, IB Holdings, the Dealer Managers, the Exchange Agent, the
Information Agent or any other person will be under any duty to give
notification of any defect or irregularity in tenders or any notice of
withdrawal or incur any liability for failure to give any such notification.
The information required to be disclosed by Rule 14(d)(6) of the General
Rules and Regulations under the Securities Exchange Act of 1934, as amended, is
contained in the Prospectus and is incorporated herein by reference.
The Prospectus, the related letter of transmittal and other relevant
materials are being mailed to record holders of IBI Shares and furnished to
brokers, dealers, banks, trust companies and similar persons whose names, or
the names of whose nominees, appear on the stockholder list of Intimate Brands
or, if applicable, who are listed as participants in a clearing agency's
security position listing for subsequent transmittal to beneficial owners of
IBI Shares.
The Prospectus, the letter of transmittal and the related materials contain
important information which should be read before any decision is made with
respect to the Offer.
Requests for additional copies of the Prospectus, the related letter of
transmittal and other Offer materials should be directed to the Information
Agent, at its address and telephone number as set forth below, and copies will
be furnished promptly at IB Holdings' expense. Questions and requests for
assistance may be directed to the Information Agent or the Dealer Managers.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Call Collect (212) 269-5550
or
Call Toll-Free (800) 628-8532
The Dealer Managers for the Offer are:
Goldman, Sachs & Co.85 Banc of America
Broad StreetNew York, New Securities LLC9 West 57th
York 10004 Call Collect StreetNew York, New York
(212) 902-1000Call 10019
Toll-Free (800) 323-5678 Call Collect (212)
933-2223Call Toll-Free
(888) 521-4492
February 5, 2002
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